This month, the Delaware Division of Corporations announced a number of updates relevant to corporate, compliance and registered agent services. Highlights include: 

• No more 24-hour swap. As of Monday, June 12, the state has stopped and will no longer honor the “24-hour swap,” a policy that allowed for filed documents to be edited or changed within 24 hours of submission. Instead, a formal Certificate of Correction will be required. This applies to all entity types and all expedite levels.

• Fees are increasing for new formations. The Delaware House and Senate have passed SB110 which increases the courthouse municipality fee portion of the filing fees assessed on all LLC and corporate filings from $20 to $40. The bill is expected to be signed by the Governor. August 1, 2023, is the expected effective date. The fees for LP filings are not affected.

• Usage of registered agent address for annual reports. Corporations are not permitted to use the address of their Registered Agent when filing annual reports. In the coming months, the state will suspend all annual reports that appear to be using the agent as the primary place of business, and alert the agent. The state will give suspended entities 45 days to file a correction or appeal the suspension. After 45 days, entities will cease good standing. Responsible agents will alert their customers if their entity is suspended. Please reach out to us if you are concerned about this issue.

• Corporate Transparency Act updates. While FinCEN is planning to roll out the beneficial owner requirements of the Corporate Transparency Act on January 1, 2024, there are still some major hurdles to overcome. Many terms are still not clearly defined, the database is still not built, and filing instructions and other educational materials have not been developed. This is a space we’re monitoring closely. Don’t hesitate to reach out with any questions.

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